B2B General terms and conditions
Disclaimer and License: The following sample terms and conditions have been prepared by a lawyer (http://rechtsanwalt-schwenke.de). They comply with the legal requirements of a typical online shop aimed at consumers. However, you should only use the sample after careful examination and adaptation to your specific business model. The clauses may be inadmissible in certain constellations. In case of doubt, seek legal advice.
The design is protected by copyright and may only be used within the framework of the German Market license within the shop. I.e. the sample terms and conditions may not be used on other websites.
Editing note: Please note the notes in the square brackets and add your own details if necessary.
General terms and conditions with customer information
- Scope of application
- Offers and service descriptions
- Purchase order transaction and contract conclusion
- Prices and shipping costs
- Delivery, availability of goods
- Payment modalities
- Reservation of ownership
- Material Defects Warranty and Warranty
- Saving the contract text
- Court of jurisdiction, Applicable law, Contract language
1. range of application
1.1. For the business relationship between [Insert: DemoShop e.K., Owner: Max Muster Demostraße 1, 12345 Demostadt] (hereinafter “Seller”) and the Customer (hereinafter “Customer”), the following General Terms and Conditions shall apply exclusively in the version valid at the time of the order.
1.2. You can reach our customer service for questions, complaints and objections on weekdays from [9:00 a.m.] to [6:00 p.m.] at the telephone number [0221-12345] or by e-mail at [name @ domain.de].
1.3. Consumers in the sense of these GTC are any natural person who concludes a legal transaction for a purpose which can predominantly be attributed neither to his commercial nor his independent professional activity (§ 13 BGB).
1.4. Deviating conditions of the customer are not recognized, unless, the salesman agrees their validity expressly.
2. offers and specifications
2.1. The presentation of the products in the online shop is not a legally binding offer, but an invitation to place an order. Performance descriptions in catalogues as well as on the websites of the seller do not have the character of an assurance or guarantee.
2.2. All offers are valid “while stocks last”, unless otherwise stated in the products. Incidentally, errors excepted.
3. order process and conclusion of contract
3.1. The customer can select products from the seller’s range without obligation and collect them in a so-called shopping basket via the button [add to shopping basket]. Within the shopping cart, the product selection can be changed, e.g. deleted. Afterwards the customer can step within the shopping basket over the button [Continue to checkout] to the conclusion of the order process.
3.2. The customer submits a binding request to purchase the goods in the shopping basket via the button [order subject to payment]. Before submitting the order, the customer can change and view the data at any time as well as return to the shopping cart using the browser function “back” or cancel the order process altogether. Required information is marked with an asterisk (*).
3.3. The seller then sends the customer an automatic confirmation of receipt by e-mail, in which the customer’s order is listed again and which the customer can print using the “Print” function (order confirmation). The automatic acknowledgement of receipt merely documents that the customer’s order has been received by the seller and does not constitute acceptance of the request. The sales contract is only concluded when the seller has sent or handed over the ordered product to the customer within 2 days or has confirmed the dispatch to the customer within 2 days with a second e-mail, explicit order confirmation or sending of the invoice.
3.4. If the seller allows a prepayment, the contract is concluded with the provision of bank details and payment request. If the payment has not been received by the seller within 10 calendar days after dispatch of the order confirmation despite due date, even after renewed request, the seller withdraws from the contract with the consequence that the order is invalid and the seller does not meet any delivery obligation. The order is then settled for the buyer and seller without further consequences. A reservation of the article with prepayment takes place therefore at the longest for 10 calendar days.
4. prices and shipping costs
4.1. All prices quoted on the Seller’s website are inclusive of the applicable value added tax.
4.2. In addition to the indicated prices the seller charges shipping costs for the delivery. The shipping costs will be clearly communicated to the buyer on a separate information page and in the context of the order process.
5. delivery, availability of goods
5.1. If prepayment has been agreed, delivery will be made after receipt of the invoice amount.
5.2. Should the delivery of the goods fail through the fault of the buyer despite three delivery attempts, the seller can withdraw from the contract. Any payments made will be refunded to the customer immediately.
5.3. If the ordered product is not available because the seller is not supplied with this product by his supplier through no fault of his own, the seller can withdraw from the contract. In this case, the seller will inform the customer immediately and, if necessary, propose the delivery of a comparable product. If no comparable product is available or the customer does not want a comparable product to be delivered, the seller will immediately reimburse the customer for any payments already made.
5.4. Customers will be informed about delivery times and delivery restrictions (e.g. restriction of deliveries to certain countries) on a separate information page or within the respective product description.
6. terms of payment
6.1. The customer can choose from the available payment methods within the scope and before completion of the order process. Customers will be informed about the available means of payment on a separate information page.
6.2. If payment by invoice is possible, payment must be made within 30 days of receipt of the goods and invoice. For all other payment methods the payment has to be made in advance without deduction.
6.3. If third party providers are commissioned with the payment processing, e.g. Paypal their general terms and conditions apply.
6.4. If the due date of the payment is determined according to the calendar, then the customer is already in default by missing the date. In this case the customer has to pay the legal default interest.
6.5. The obligation of the customer to pay default interest does not exclude the assertion of further default damages by the seller.
6.6. The customer is only entitled to a right of set-off if his counterclaims have been legally established or acknowledged by the seller. The customer can only exercise a right of retention if the claims result from the same contractual relationship.
7. retention of title
The delivered goods remain the property of the seller until full payment has been received.
8. warranty for material defects and warranty
8.1. The warranty is governed by statutory provisions.
8.2. A guarantee exists with the goods supplied by the salesman only if this was expressly delivered. Customers will be informed about the guarantee conditions before the initiation of the order process.
9.1. The following exclusions and limitations of liability shall apply to the Seller’s liability for damages, notwithstanding other statutory conditions for claims.
9.2. The seller is liable without limitation if the cause of damage is based on intent or gross negligence.
9.3. Furthermore, the Seller shall be liable for the slightly negligent breach of essential duties, the breach of which endangers the achievement of the purpose of the contract, or for the breach of duties, the fulfilment of which is essential for the proper performance of the contract and the observance of which the Customer regularly relies on. In this case, however, the Seller shall only be liable for the foreseeable damage typical of the contract. The Seller shall not be liable for the slightly negligent breach of obligations other than those specified in the above sentences.
9.4. The foregoing limitations of liability shall not apply in case of injury to life, limb or health, for a defect after acceptance of a guarantee for the quality of the product and for fraudulently concealed defects. The liability according to the product liability law remains unaffected.
9.5. If the liability of the seller is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.
10. storage of the contract text
10.1. The customer can print the contract text before submitting the order to the seller by using the print function of his browser in the last step of the order.
10.2. The seller also sends the customer an order confirmation with all order data to the e-mail address provided by him. With the order confirmation the customer also receives a copy of the general terms and conditions together with instructions on revocation and information on shipping costs as well as delivery and payment conditions. If you have registered in our shop, you can view your placed orders in your profile area. In addition, we save the contract text, but do not make it accessible on the Internet.
11. final clauses
11.1. Place of jurisdiction and performance is the seller’s registered office if the customer is a merchant, legal entity under public law or special fund under public law.
11.2. The contract language is German.
11.3. Platform of the European Commission for online dispute resolution (OS) for consumers: http://ec.europa.eu/consumers/odr/. We are not willing or obliged to participate in any dispute resolution proceedings before a consumer arbitration body.